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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 1, 1999
BIRMAN MANAGED CARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 333-11957 52-1884092
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
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1025 HIGHWAY 111 SOUTH, COOKVILLE, TENNESSEE 38501
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (931) 372-7800
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
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Item 4. Changes in Registrant's Certifying Accountant.
On March 26, 1999, Deloitte & Touche LLP ("Deloitte") resigned from its
position as the independent auditors of Birman Managed Care, Inc., a Delaware
corporation (the "Company").
Deloitte's reports on the Company's financial statements for the past
one year did not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Company's most recent fiscal year and the interim periods
ending September 30, 1998 and December 31, 1998, there were no disagreements
with Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Deloitte, would have caused Deloitte to make
reference to the subject matter of the disagreements in connection with their
reports. The Company is aware of no such disagreements with Deloitte for the
current period. During these periods, there were no "reportable events" as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company requested that Deloitte furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of that letter dated April 1, 1999 is filed as Exhibit
16.2 to this Form 8-K.
Item 7. Exhibits.
16.2 Letter from Deloitte & Touche LLP dated April 1, 1999 on Change
in Certified Accountant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
April 1, 1999 BIRMAN MANAGED CARE, INC.
/s/ DAVID N. BIRMAN
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David N. Birman
Chairman of the Board, President and
Chief Executive Officer
April 1, 1999 /s/ SUE D. BIRMAN
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Sue D. Birman
Executive Vice President
(Principal Accounting Officer)
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Exhibit 16.2
April 1, 1999
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Birman Managed
Care, Inc. dated April 1, 1999.
Yours truly,
DELOITTE & TOUCHE LLP